STOCK TITAN

Once Upon a Farm (OFRM) CEO reports stock, preferred and option holdings

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Once Upon a Farm, PBC Chief Executive Officer, Co-Founder and Chair John M. Foraker filed an initial statement of beneficial ownership, reporting common stock held both directly and through family trusts as of 02/05/2026. He indirectly owns common stock through the John & Beth Foraker Revocable Trust and several irrevocable trusts for Mary Kate, Patrick, Jack and Caroline Foraker, and directly holds 600,478 shares of common stock. He also has indirect holdings of multiple series of preferred stock, each convertible into common stock at his election and automatically converting into common stock upon the closing of the company’s initial public offering. In addition, he holds employee stock options for 540,654 shares at $4.12 expiring on 05/22/2033 and 286,895 shares at $8.75 expiring on 02/28/2035, which vest in 48 equal monthly installments starting in May 2023 and March 2025, respectively, subject to continued service.

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Insider Foraker John M.
Role See Remarks
Type Security Shares Price Value
holding Series A-1 Preferred Stock -- -- --
holding Series A-2 Preferred Stock -- -- --
holding Series B-1 Preferred Stock -- -- --
holding Series B-2 Preferred Stock -- -- --
holding Series C-1 Preferred Stock -- -- --
holding Series D Preferred Stock -- -- --
holding Employee Stock Options (right to buy) -- -- --
holding Employee Stock Options (right to buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series A-1 Preferred Stock — 59,092 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series A-2 Preferred Stock — 133,294 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series B-1 Preferred Stock — 96,118 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series B-2 Preferred Stock — 103,037 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series C-1 Preferred Stock — 57,372 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series D Preferred Stock — 24,179 shares (Indirect, By the John & Beth Foraker Revocable Trust); Employee Stock Options (right to buy) — 827,549 shares (Direct); Common Stock — 886,754 shares (Indirect, By the John & Beth Foraker Revocable Trust); Common Stock — 72,463 shares (Indirect, By the Mary Kate Foraker Irrevocable Trust); Common Stock — 72,463 shares (Indirect, By the Patrick Foraker Irrevocable Trust); Common Stock — 72,463 shares (Indirect, By the Jack Foraker Irrevocable Trust); Common Stock — 72,463 shares (Indirect, By the Caroline Foraker Irrevocable Trust); Common Stock — 600,478 shares (Direct)
Footnotes (4)
  1. F1. The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.
  2. F2. Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan.
  3. F3. Stock options vest and become exercisable in 48 equal monthly installments beginning on May 23, 2023, subject to the reporting person's continued service with the Issuer on each such date.
  4. F4. Stock options vest and become exercisable in 48 equal monthly installments beginning on March 1, 2025, subject to the reporting person's continued service with the Issuer on each such date.

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FAQ

What does John M. Foraker report owning in Once Upon a Farm (OFRM)?

John M. Foraker reports direct ownership of 600,478 shares of common stock and indirect ownership of additional common and preferred stock through the John & Beth Foraker Revocable Trust and several irrevocable family trusts for Mary Kate, Patrick, Jack and Caroline Foraker.

How are John Foraker’s preferred shares in Once Upon a Farm (OFRM) treated?

He indirectly holds several series of preferred stock that are convertible at his election into common stock. As stated, upon the closing of Once Upon a Farm’s initial public offering, this preferred stock will automatically convert into common stock for no additional consideration.

What stock options does John Foraker hold in Once Upon a Farm (OFRM)?

He holds employee stock options for 540,654 shares of common stock at $4.12 expiring on 05/22/2033 and 286,895 shares at $8.75 expiring on 02/28/2035, all granted under the company’s 2021 Omnibus Incentive Plan.

When do John Foraker’s Once Upon a Farm (OFRM) stock options vest?

One option grant vests in 48 equal monthly installments beginning May 23, 2023, and another vests in 48 equal monthly installments beginning March 1, 2025. Each vesting date requires Mr. Foraker’s continued service with Once Upon a Farm.

How are family trusts involved in John Foraker’s Once Upon a Farm (OFRM) holdings?

Indirect holdings are reported through the John & Beth Foraker Revocable Trust and irrevocable trusts for Mary Kate, Patrick, Jack and Caroline Foraker. Each trust holds specified amounts of common or preferred stock, reflecting family-related beneficial ownership structures.

What is the purpose of this Once Upon a Farm (OFRM) Form 3 filing?

The filing serves as an initial statement of beneficial ownership by John M. Foraker as a director and officer. It lists his direct and indirect holdings of common stock, preferred stock and stock options in Once Upon a Farm, PBC as of 02/05/2026.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Foraker John M.

(Last) (First) (Middle)
C/O ONCE UPON A FARM, PBC
950 GILMAN STREET, SUITE 100

(Street)
BERKELEY CA 94710

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026
3. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 886,754 I By the John & Beth Foraker Revocable Trust
Common Stock 72,463 I By the Mary Kate Foraker Irrevocable Trust
Common Stock 72,463 I By the Patrick Foraker Irrevocable Trust
Common Stock 72,463 I By the Jack Foraker Irrevocable Trust
Common Stock 72,463 I By the Caroline Foraker Irrevocable Trust
Common Stock 600,478 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) (1) Common Stock 59,092 (1) I By the John & Beth Foraker Revocable Trust
Series A-2 Preferred Stock (1) (1) Common Stock 133,294 (1) I By the John & Beth Foraker Revocable Trust
Series B-1 Preferred Stock (1) (1) Common Stock 96,118 (1) I By the John & Beth Foraker Revocable Trust
Series B-2 Preferred Stock (1) (1) Common Stock 103,037 (1) I By the John & Beth Foraker Revocable Trust
Series C-1 Preferred Stock (1) (1) Common Stock 57,372 (1) I By the John & Beth Foraker Revocable Trust
Series D Preferred Stock (1) (1) Common Stock 24,179 (1) I By the John & Beth Foraker Revocable Trust
Employee Stock Options (right to buy)(2) (3) 05/22/2033 Common Stock 540,654 $4.12 D
Employee Stock Options (right to buy)(2) (4) 02/28/2035 Common Stock 286,895 $8.75 D
Explanation of Responses:
1. The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.
2. Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan.
3. Stock options vest and become exercisable in 48 equal monthly installments beginning on May 23, 2023, subject to the reporting person's continued service with the Issuer on each such date.
4. Stock options vest and become exercisable in 48 equal monthly installments beginning on March 1, 2025, subject to the reporting person's continued service with the Issuer on each such date.
Remarks:
Chief Executive Officer, Co-Founder and Chair Exhibit List - Exhibit 24.1 - Power of Attorney
/s/ Genevieve Kelly, as Attorney-in-fact 02/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.